Terms & Conditions - SMT Vehicle Logistics

Terms and Conditions of Using our Website

The following are terms of a legal agreement between you and SMT Vehicle Logistics. By accessing, browsing, or using this Website, you acknowledge that you have read, understood, and agree to be bound by these terms and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to these terms, please do not use our website.

1. Acceptance of Terms

1.1 Your access to and use of SMT Vehicle Logistics (“the Website”) and any Services referred to in Clause 2, is subject exclusively to these Terms and Conditions. You will not use the Website/Services for any purpose that is unlawful or prohibited by these Terms and Conditions. By using the Website/Services you are fully accepting the terms, conditions and disclaimers contained in this notice. If you do not accept these Terms and Conditions you must immediately stop using the Website/Services.

1.2 We reserve the right to update or amend these Terms and Conditions at any time and your continued use of the Website/Services following any changes shall be deemed to be your acceptance of such change. It is therefore your responsibility to check the Terms and Conditions regularly for any changes.

2. The Services

The Website may provide communication tools such as email, bulletin boards, chat areas, news groups, forums and/or other message or communication facilities (“the Services”) designed to enable you to communicate with others. Unless stated otherwise the Services are for your personal and non-commercial use only.

3. Child Supervision

We are concerned about the safety and privacy of our users, particularly children. Parents who wish to allow their children access to and use of the Website/Services should supervise such access and use. By allowing your child access to the Services you are allowing your child access to all of the Services, including email, bulletin boards, chat areas, news groups, forums and/or other message or communication facilities. It is therefore your responsibility to determine which Services are appropriate for your child. Always use caution when revealing personally identifiable information about yourself or your children via any of the Services.

4. Privacy Policy

4.1 We are committed to responsible data management and subscribe to the principals of the data protection legislation in the United Kingdom. We are committed to maintaining the privacy of our users and maintaining the security of any personal information received from you. If you register for any of the Services you will be asked to provide basic personal information. The information provided by you is not available for sale or use by third parties. The information is used solely for notifying you of changes or updates to the Website/Services.

4.2 We use a technology called “cookies” as part of our normal business procedure to track patterns of behavior of visitors to the Website. A cookie is an element of data that the Website sends to your browser that is then stored on your system. You can set your browser to prevent this happening. Any information collected in this way can be used to identify you unless you change your browser settings.

5. Acceptable Use

5.1 You acknowledge that all information, text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials (“the Content”), whether posted publicly or transmitted privately, are the sole responsibility of the person from whom such Content originated. We do not control or endorse the Content and cannot guarantee the accuracy, integrity or quality of such Content and you acknowledge that by using the Services you may be exposed to Content that is offensive and/or indecent. SMT Vehicle Logistics will not be liable in any way for any Content or for any loss or damage of any kind resulting from the use of any Content transmitted via the Services and you agree to bear all risks associated with the use of any Content, including any reliance on the accuracy or completeness of such Content.

5.2 In using the Website/Services you agree not to:

5.2.1 use the Services to send junk email, spam, chain letters, pyramid schemes or any other unsolicited messages, commercial or otherwise;

5.2.2 post, publish, distribute or disseminate material or information that is defamatory, infringing, obscene, indecent, threatening, abusive, harassing or unlawful;

5.2.3 post, publish, distribute or disseminate material or information that incites discrimination, hate or violence towards any person or group on account of their race, religion, disability, nationality or otherwise;

5.2.4 threaten, abuse, disrupt, stalk or otherwise violate the legal rights (including rights of privacy and publicity) of others;

5.2.5 use any information or material in any manner that infringes any copyright, trademark, patent or other proprietary right of any party;

5.2.6 make available or upload files that contain a virus, worm, Trojan or corrupt data that may damage the operation of the computer or property of another;

5.2.7 collect or store personal information about others, including email addresses;

5.2.8 advertise or offer to buy or sell goods or services for any commercial purpose, unless such communication facility specifically allows such messages;

5.2.9 impersonate any person or entity for the purpose of misleading others;

5.2.10 violate any applicable laws or regulations;

5.2.11 use the Website/Services in any manner that could damage, disable, overburden or impair the Website/Services or interfere with any other party’s use and enjoyment of the Website/Services;

5.2.12 post, publish, distribute or disseminate material or information that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information or confidential information disclosed in the course of employment or under a confidentiality agreement);

5.2.13 attempt to gain unauthorized access to any of the Services, other accounts, computer systems or networks connected to the Website/Services through hacking, password mining or any other means.

5.3 We have no obligation to monitor the Services but shall be entitled to review materials posted to a communications facility and, at our sole discretion, to remove any material that breaches these Terms and Conditions or is otherwise objectionable.

6. Termination

We have the right to terminate your access to any or all of the Services at any time, without notice, for any reason, including without limitation, breach of these Terms and Conditions. We may also at any time, at our sole discretion, discontinue the Website/Services or any part thereof without prior notice and you agree that we shall not be liable to you or any third party for any termination of your access to the Website/Services.

7. Links to Third Party Websites

The Website/Services may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that SMT Vehicle Logistics is not responsible for the content or availability of any such sites.

8. International Use

You agree to comply with all applicable laws regarding the transmission of technical data exported from the United Kingdom or the country in which you reside (if different) and with all local laws and rules regarding acceptable use of and conduct on the Internet.

9. Intellectual Property Rights

9.1 The Website and its content (including without limitation the Website design, text, graphics and all software and source codes connected with the Website and the Services) are protected by copyright, trade marks, patents and other intellectual property rights and laws. In accessing the Website you agree that you will access the contents solely for your personal, non-commercial use. None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder. This excludes the downloading, copying and/or printing of pages of the Website for personal, non-commercial home use only.

9.2 SMT Vehicle Logistics does not claim ownership of any materials you post, upload or submit to any publicly accessible area of the Services. However, by doing so you are granting us a world-wide, royalty free, non-exclusive license to copy, distribute, transmit, reproduce, publicly display, edit, translate or publish such Content for as long as you elect to display such Content via the Services. The license shall be terminated when such Content is deleted from the Services.

10. Indemnity

You agree to indemnify and hold SMT Vehicle Logistics harmless from and against any breach by you of these Terms and Conditions and any claim or demand brought against SMT Vehicle Logistics by any third party arising out of your use of the Services and/or any Content submitted, posted or transmitted through the Services, including without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses) howsoever suffered or incurred by SMT Vehicle Logistics in consequence of your breach of these Terms and Conditions.

11. Disclaimers and Limitation of Liability

11.1 Use of the Website/Services is at your own risk. The Website/Services are provided on an “AS IS” and “AS AVAILABLE” basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.

11.2 To the extent permitted by law, SMT Vehicle Logistics will not be liable for any indirect or consequential loss or damage whatsoever (including without limitation loss of business, opportunity, data, profits) arising out of or in connection with the use of the Website/Services.

11.3 SMT Vehicle Logistics makes no warranty that the Website/Services will meet your requirements, that Content will be accurate or reliable, that the functionality of the Website/Services will be uninterrupted or error free, that defects will be corrected or that the Website/Services or the server that makes them available are free of viruses or anything else which may be harmful or destructive.

11.4 Nothing in these Terms and Conditions shall be construed so as to exclude or limit the liability of SMT Vehicle Logistics for death or personal injury as a result of the negligence of SMT Vehicle Logistics.

11.5 Nothing in these Terms and Conditions shall affect your statutory rights as a consumer.

12. Severance

If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.

13. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the law of United Kingdom and you hereby submit to the exclusive jurisdiction of the county of West Midlands courts.

Terms and Conditions of Using our Escrow Service

1. Definitions

“Account” means (i) an account of a Buyer from which payment for the Transaction and related fees will be obtained or (ii) an account of a Seller to which payment for the Transaction and other payments will be credited. “Agreement” refers to this Agreement, the then current operating rules contained on the Website and the Transaction Escrow Instructions. “Transaction Detail Screens” means those screens on the Website where Users provide all requested information in connection with a Transaction. “Escrow Instructions” or “General Instructions” means the document on the Website that contains the terms agreed upon on the Transaction Detail Screens, as well as the other terms and conditions of the escrow transaction including these Terms of Using the Escrow Service. “User” means Buyer(s), Seller(s), and Broker(s) participating in a Transaction. “Website” refers to the Website for the Services which can be found on the Website. Capitalized terms not defined herein shall have the same meaning as set forth in the Escrow Instructions.

2. Description of the Service

The Services are Internet-based transaction management services performed by SMT Vehicle Logistics, a United Kingdom corporation “SMT Vehicle Logistics,” acts as escrow agent in a Transaction, which Services are intended to facilitate the completion of the underlying transaction under the terms of this Agreement, the Website and the applicable Transaction Escrow Instructions.

3. Limits on the Services

The Services are only available for lawful items and items not otherwise excluded by Section 4 below. Limitations on the Services may apply and can be found on the Website or in the General Escrow Instructions or Transaction Escrow Instructions. Only registered Users may use the Services. In order to register, you must supply all information required on the Website. Applicable state or federal laws and regulations may further limit the Services.

4. Prohibited Transactions

Users shall not utilize the Website or the Services in connection with any Transaction that is illegal or involves any illegal items, or is for any illegal purpose; involves any obscene material; involves any munitions or firearm; involves pirated software, DVD or videos or item(s) otherwise infringing copyrighted works; involves illegal drugs or controlled substances; involves real property or any interest in real property, the sale or transfer of liquor licenses, the sale of a business (bulk sale), the transfer of title to a business entity, fund or joint control escrows, mobile homes or manufactured homes or the refinancing of either, reservation deposits of any kind, or promissory notes, mortgages or deeds of trust; or involves transactions directly or indirectly involving persons (individuals or entities) with whom UK persons are prohibited from engaging pursuant to sanctions and export controls administered by the Departments of Treasury, Commerce and State.; or involves transactions directly or indirectly involving persons (individuals or entities) with whom UK persons are prohibited from engaging pursuant to laws and regulations administered by the Departments of Treasury, Commerce and State. In addition, SMT Vehicle Logistics, in its sole discretion, may refuse to complete any Transaction that SMT Vehicle Logistics has reason to believe is unauthorized or made by someone other than you, may violate any law, rule or regulation, or if SMT Vehicle Logistics has reasonable cause not to honor it. Each User agrees to indemnify and hold SMT Vehicle Logistics harmless for losses resulting from any use or attempted use of the Services in violation of this Agreement.

5. Rejection of Payment

Since the use of a bank account, credit card or debit card account, or the making of an electronic funds transfer may be limited by your agreement with your financial institution and/or by applicable law, SMT Vehicle Logistics is not liable to any User if SMT Vehicle Logistics does not complete a Transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an Account. SMT Vehicle Logistics may post operating rules related to payment on the Website and change such rules from time to time.

6. General Conditions of Use

If you arrive at the Website through entities linked and/or integrated with SMT Vehicle Logistics or otherwise by or through a third party (e.g., an auction, exchange, or Internet-based intermediary that hosts electronic marketplaces and mediates transactions among businesses), then you authorize such third party to transfer relevant data to SMT Vehicle Logistics to facilitate the Transaction. You represent and warrant that all information you provide to SMT Vehicle Logistics or to such third party will be true, accurate and complete. The party entering into this Agreement on behalf of any User represents and warrants that he/she is authorized to do so and to bind the User and is a natural person of at least eighteen (18) years of age. In order to initiate and commence a Transaction, all Users to a Transaction must register at the Website, agree to all terms in the General Escrow Instructions and agree to the Transaction Escrow Instructions.

7. Obligations of Sellers

On the Transaction Detail Screens, each Seller to a Transaction must designate an Account to which payment for the Transaction will be made. Each Seller authorizes SMT Vehicle Logistics and its authorized agents to initiate credit entries to such Seller’s Account for payment of the purchase price, or applicable balance due, and to debit Seller’s Account to discharge Seller’s obligations. Each Seller in a Transaction shall deliver the items set forth in Transaction Detail Screens directly to the Buyer (or Buyers), at the address specified by such Buyer as shown on the SMT Vehicle Logistics website and on the terms and conditions set forth in the Transaction Escrow Instructions and General Escrow Instructions. Seller shall use a delivery service that provides a confirmation of delivery and Seller shall provide SMT Vehicle Logistics with a tracking or reference number for the shipment of the goods. Seller gives SMT Vehicle Logistics permission to act as its agent in communicating with the shipping company regarding the notice of the delivery of the goods. In the event SMT Vehicle Logistics does not receive notice of shipment from Seller within ten (10) calendar days of notification from SMT Vehicle Logistics notice to Seller to ship the items, Seller authorizes SMT Vehicle Logistics to return the escrowed funds (excluding SMT Vehicle Logistics fees) to Buyer. In the event of a return of the items by Buyer, Seller shall notify SMT Vehicle Logistics of the receipt of the returned items. Upon receipt of such notice from Seller, the Seller’s seven (7) day inspection period shall commence. In the event Seller accepts the returned items within the inspection period or fails to act within the inspection period, SMT Vehicle Logistics shall remit the escrowed funds (excluding SMT Vehicle Logistics fees) to Buyer. If Seller notifies SMT Vehicle Logistics of its non-acceptance of any returned items within the Seller’s inspection period, then SMT Vehicle Logistics will retain the escrow funds pending resolution of the dispute or take other action as authorized. Notwithstanding anything to the contrary above, if all Users to a Transaction agree on the Transaction Detail Screens that there is no shipping required, then no party hereto will have any obligation under this Agreement with respect to shipping.

8. Obligations of Buyers

On the Transaction Detail Screens, Buyer must designate a payment mechanism and an Account from which the purchase price and related fees (unless such fees are to be paid by Seller) will be obtained for the deposit into escrow. Depending on the amount of the Transaction and the currency selected for the Transaction, Buyer may remit the necessary funds via various methods, which may include corporate credit card, charge card, debit card or purchasing card, check (cheque), cashier’s check, money order, ACH Debit or Wire Transfer. In the case of wire transfers, Buyer will initiate the wire to an account designated by SMT Vehicle Logistics on or before the date set forth in the Transaction Detail Screens. Regardless of the payment method, Buyer authorizes SMT Vehicle Logistics and SMT Vehicle Logistics authorized agents to initiate credit or debit transactions, as applicable, to obtain the purchase price and fees due for a Transaction and to initiate any debit or credit entries or reversals, as the case may be, as may be necessary to correct any error in a payment or transfer and to discharge Buyer’s obligations under Section 22 of this Agreement. SMT Vehicle Logistics will deposit funds received from Buyer into an escrow trust account maintained by SMT Vehicle Logistics (the “Escrow Account”). Unless otherwise requested as specified in the following sentence, escrowed deposits do not earn interest for Buyer or Seller. If you anticipate an extended closing of the Transaction, then you may request and approve an instruction to have SMT Vehicle Logistics place Buyer’s funds into an interest bearing account for the benefit of Buyer or Seller. If interest is to accrue to the benefit of the Seller, then both Buyer and Seller must request and approve the establishment of the interest bearing account. If this request is made, then SMT Vehicle Logistics will charge the account of the party to whom the interest accrues an nonrefundable service charge of £100.00, which must be paid in advance. Buyer shall notify SMT Vehicle Logistics of the receipt or non-receipt of the items on the date the merchandise is received or the Buyer Inspection Period is started. Buyer shall notify SMT Vehicle Logistics of the Buyer’s acceptance or rejection of the items before the Buyer’s Inspection Period expires. Upon receipt of notice from Buyer that the items have been received and accepted, SMT Vehicle Logistics shall transfer the payment amount (less any amount payable to SMT Vehicle Logistics for SMT Vehicle Logistics fees) to Seller’s Account. Transfer to a Seller generally will be initiated within the next business day from the day on which notice of acceptance of the items is received from the Buyer. If Buyer has not notified SMT Vehicle Logistics of the non-receipt or rejection of the items during the Buyer’s Inspection Period, then Buyer authorizes SMT Vehicle Logistics to remit the escrowed funds (excluding SMT Vehicle Logistics fees) to the Seller. Buyer shall follow the procedures set forth on the Website in the event the items are rejected.

9. Our Responsibilities

SMT Vehicle Logistics is obligated to perform only those duties expressly described in this Agreement and the General Escrow Instructions. SMT Vehicle Logistics shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact or law, except for gross negligence or willful misconduct (subject to the limitations in Section 17 below). SMT Vehicle Logistics may rely upon any notice, demand, request, letter, certificate, agreement or any other document which purports to have been transmitted or signed by or on behalf of a User indicated as the sender or signatory thereof and shall have no duty to make any inquiry or investigation. In the event that SMT Vehicle Logistics is uncertain as to SMT Vehicle Logistics duties or rights under this Agreement, receives any instruction, demand or notice from any User or financial institution which, in SMT Vehicle Logistics opinion, is in conflict with any of the provisions of this Agreement, or any dispute arises with respect to this Agreement or the Escrowed Funds, SMT Vehicle Logistics may (i) consult with counsel of our choice (including our own attorneys) and any actions taken or not taken based upon advice of counsel shall be deemed consented to by you, or (ii) refrain from taking any action other than to retain the funds in escrow for delivery in accordance with the written agreement of the Users, the final decision or award of an arbitrator pursuant to an arbitration commenced and conducted in accordance with the General Escrow Instructions or a final, non-appealable judgment of a court of competent jurisdiction, or (iii) discharge our duties under this Agreement by depositing all funds by interpleader action with a court of competent jurisdiction in accordance with the procedures outlined in the General Escrow Instructions. SMT Vehicle Logistics may, at any time, give notice of SMT Vehicle Logistics intent to resign as Escrow Agent. If, within ten (10) days of such notice, SMT Vehicle Logistics has not received notice from all Users in a Transaction that they have designated a substitute escrow agent (which notice shall identify the substitute escrow agent), SMT Vehicle Logistics may discharge SMT Vehicle Logistics duties under this Agreement by depositing all escrowed funds with a court of competent jurisdiction. If an alternate Escrow Agent is so designated, SMT Vehicle Logistics shall be discharged from SMT Vehicle Logistics duties under this Agreement, the General Escrow Instructions and the Transaction Escrow Instructions by delivering all escrowed funds to such person or entity. Upon payment of the escrow funds pursuant to this Agreement, SMT Vehicle Logistics shall be fully released from any and all liability and obligations with respect to the escrow funds and the Transaction.

10. Canceling a Transaction

If a Transaction cannot be completed for any reason, including cancellation by SMT Vehicle Logistics for any reason, SMT Vehicle Logistics will notify each User in such Transaction by e-mail, to the e-mail address each has provided to SMT Vehicle Logistics. In SMT Vehicle Logistics sole discretion, SMT Vehicle Logistics may cancel any Transaction if each User to a Transaction fails to agree on the terms as required in the Transaction Details Screens by clicking the “Agree” button as requested on the Website. You may cancel a Transaction as provided in this Agreement, on the General Escrow Instructions or in the Transaction Escrow Instructions.

11. Questions about the Services

You may inquire about payments made through the Service by calling the toll-free number that appears on the Website or by filling out the customer service form. If you believe an error has been made or there has been any unauthorized use of your Account or the Services, you agree to call or send an e-mail as soon as possible, but no later than forty-eight hours after you became aware of an error. When you contact SMT Vehicle Logistics, please be prepared to provide your name, SMT Vehicle Logistics reference number and your email address you have registered on the SMT Vehicle Logistics Website.

12. Statements, Verification

You agree that all disclosures and communications regarding this Agreement and the Service shall be made by e-mail or on the Website, unless the parties make other arrangements as set forth in the General Escrow Instructions.

13. Fees

Unless otherwise agreed upon by each User in the Transaction, Buyer agrees to pay the fees for the Services that are disclosed on the Website at the time the completed Transaction Escrow Instructions are agreed to by all such Users, as well as any other fees, including, without limitation, third party service fees (e.g., shipping, appraisal, inspection, etc.). Once paid, SMT Vehicle Logistics fees are nonrefundable. SMT Vehicle Logistics fees may change from time to time in SMT Vehicle Logistics absolute and sole discretion. SMT Vehicle Logistics is not responsible for payment of any sales, use, personal property or other governmental tax or levy imposed on any items purchased or sold through the Services or otherwise arising from the Transaction.

14. Security

SMT Vehicle Logistics uses secure sockets layer (“SSL”), a security protocol that provides data encryption, server authentication, and message integrity for connections to the Internet to ensure that the data you provide SMT Vehicle Logistics is not transmitted over the Internet unencrypted and cannot be viewed by unauthorized individuals.

15. Disclaimers

You expressly agree that your use of the Services is at your sole risk. The Services are provided on a strictly “as is” and “as available” basis. SMT VEHICLE LOGISTICS MAKES NO WARRANTY WITH REGARD TO THE UNDERLYING TRANSACTION, ANY ITEMS OBTAINED BY YOU THROUGH THE USE OF THE SITE OR THE SERVICES, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES OR THE SITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE. SMT Vehicle Logistics expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. SMT Vehicle Logistics shall not be liable or responsible for those guarantees, warranties and representations, if any, offered by any Seller of items. No advice or information, whether oral or written, obtained by you from SMT Vehicle Logistics or through the Services shall create any warranty not expressly made herein. You acknowledge and agree that SMT Vehicle Logistics does not endorse the website of any third party, or assume responsibility or liability for the accuracy of any material contained therein, or any infringement of third party intellectual property rights arising therefrom, or any fraud or other crime facilitated thereby. In no event will SMT Vehicle Logistics be liable for any act or omission of any third party, including, but not limited to, your financial institution, any payment system, any third party service provider, any provider of telecommunications services, Internet access or computer equipment or software, any mail or delivery service or any payment or clearing house system or for any circumstances beyond SMT Vehicle Logistics control (including but not limited to, fire, flood or other natural disaster, war, riot, strike, terrorism, act of civil or military authority, equipment failure, computer virus, infiltration or hacking by a third party, or failure or interruption of electrical, telecommunications or other utility services).

16. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SMT VEHICLE LOGISTICS NOR ITS AFFILIATES, SHALL BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, RELATING TO YOUR USE OF THE SITE OR THE SERVICES OR YOUR INABILITY TO USE THE SITE OR THE SERVICES.

17. Termination of Services

SMT Vehicle Logistics may suspend or terminate your use of the Services at any time, without notice for any reason, in SMT Vehicle Logistics sole discretion. Except as warranted by risk to the security, privacy or integrity of the Services, SMT Vehicle Logistics will attempt to provide you with prior notice of the suspension or termination of the Services by sending you an e-mail, but SMT Vehicle Logistics is not obligated to do so. You shall remain liable for all Transactions you initiate through the Services prior to such termination, and the performance of your obligations, including but not limited to, the delivery of the items and the payment of all amounts you owe prior to termination or discontinuation of your use of the Services. You agree to pay all costs and expenses (including reasonable attorneys’ fees) that SMT Vehicle Logistics may incur in order to (a) collect any amounts you owe under this Agreement, the General Escrow Instructions, or the Transaction Escrow Instructions or (b) to initiate an arbitration or judicial proceeding to resolve a dispute between Buyer and Seller, as set forth in the General Escrow Instructions.

18. Non-Transferability of the Services

You may not assign this Agreement or the Escrow Instructions to any other person or entity. Your right to use the Services shall not be sold or transferred to any other person or entity without the prior written consent of SMT Vehicle Logistics. SMT Vehicle Logistics may assign this Agreement upon notice to you. Any assignment or transfer in violation of this provision shall be null and void.

19. Modifications

SMT Vehicle Logistics reserves the right to change this Agreement, or any portion of it, at any time, without prior notice, provided that no such change will apply to a Transaction once the Users to such Transaction have agreed to the Transaction Escrow Instructions. You understand that the most recent version of this Agreement will be located on the Website.

20. Notices

Notices from SMT Vehicle Logistics to you will be given by e-mail, or by general posting on the Website. You may contact SMT Vehicle Logistics by filling out the customer support form or such other email address as SMT Vehicle Logistics posts as its address for notice on the Website in the most recent version of the Terms of Using the Escrow Platform.

21. Indemnification

You agree to indemnify and hold SMT Vehicle Logistics, SMT Vehicle Logistics affiliates and their respective officers, directors, shareholders, employees and assigns, harmless from any claim, demand, expense or damage, including reasonable attorneys’ fees and court costs, arising from or relating to your use of the Services or any violation of this Agreement, the rules contained on the Website or the Transaction Escrow Instructions, including, without limitation, payment of SMT Vehicle Logistics fees and any charge backs from a card organization or reversal or nonpayment of any credit or debit entry.

22. Miscellaneous

In the event of any dispute, claim, question, or disagreement arising from or relating to, this Agreement or to the Underlying Transaction, or breach of any of them, you agree to resolve such dispute in the manner set forth in the General Escrow Instructions. This Agreement shall be governed by the laws of the United Kingdom. Any dispute shall be resolved pursuant to the Dispute Resolution and Governing Law/Venue provisions of the General Escrow Instructions. This Agreement in conjunction with the General Escrow Instructions and rules contained on the Website constitutes the entire agreement between SMT Vehicle Logistics and you relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, communications and/or advertising with respect to such subject matter. If there is a conflict between the terms and conditions of this Agreement, the rules contained on the Website, and/or the General Escrow Instructions, then the conflicting terms set forth in the General Escrow Instructions shall control first, these Terms of Using the Escrow Platform shall control second and the rules contained on the Website shall control third. The General Escrow Instructions are incorporated herein by this reference. SMT Vehicle Logistics failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by SMT Vehicle Logistics in writing. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. SMT Vehicle Logistics may assign this Agreement to any current or future affiliated company and to any successor in interest. SMT Vehicle Logistics also may delegate certain of SMT Vehicle Logistics rights and responsibilities under the Agreement to independent contractors or other third parties. If you are a registered User of the Website, then each time you request the Services will constitute your agreement to these Terms of Using the Escrow Platform, as amended from time to time in SMT Vehicle Logistics sole discretion, and evidence that you have read, understood and accepted the then applicable Terms of Using the Escrow Platform.